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© 2009 Industry Ventures, LLC White Paper Roland Reynolds, Principal Ken Wallace, Vice President [email protected] [email protected] September 2009 The Venture Capital Rebound How to Generate Outsized Returns 2009-2019

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Page 1: Introduction

© 2009 Industry Ventures, LLC

White Paper

Roland Reynolds, Principal Ken Wallace, Vice President

[email protected] [email protected]

September 2009

The Venture Capital Rebound How to Generate Outsized Returns 2009-2019

Page 2: Introduction

© 2009 Industry Ventures, LLC

1

INTRODUCTION

Two key trends have dramatically altered the venture capital industry over the last three decades:

the rise of larger fund sizes and the decline of Initial Public Offerings (IPOs) as an exit market for

venture-backed companies. These trends have accelerated in the current decade and are fueling

burgeoning interest in new paradigms in venture capital that better align the interests of investors

and fund managers and that provide the potential for outsized investment returns for which the

asset class is known.

This paper will suggest that fund size segmentation yields important insight into the debate about

the viability of the venture model and that smaller funds with less than $250 million of committed

capital are the answer to better alignment and outsized returns. Additionally, given the recent

global financial turmoil, there is a unique opportunity to acquire unfunded secondary interests in

these smaller fund managers which further improves the return opportunity by lowering the cost

basis and shortening the J-curve.

Finally, we believe that 2009-2019 will be a great time to invest in venture capital. The asset

class has begun a painful process of rightsizing. We expect fundraising to decline by roughly

40% in 2009, and we estimate that nearly 50% of small fund managers will be unable to raise

additional capital and will shut down over the next few years. Waning investor interest and the

weeding out of underperforming managers is reducing competition and setting the stage for a

powerful rebound in venture returns over the next decade, particularly at the smaller end of the

market.

Evolution of Venture Capital Requires Fund Size Segmentation

The current debate as to whether the venture model is broken is flawed primarily because it

erroneously presupposes that some standard investment model characterizes the venture asset

class today. What is missing from the dialogue is a more granular understanding of how fund

size drives investment strategy and is a key determinant of return potential. Venture capital, like

all asset classes, is ultimately bound by the universal law of large numbers which dictates that

outsized return potential diminishes with size. Segmentation by fund size was not particularly

instructive or relevant 30 years ago when assets under management were more uniform across

firms. However, as venture capital has institutionalized and matured over the last three decades, a

discussion of segmentation can no longer be ignored. The public markets have witnessed the rise

of micro-capitalization, small, mid and large capitalization investing. Leveraged buyout firms

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© 2009 Industry Ventures, LLC

2

have staked claims to mega buyouts, mid-market and small company focused funds. These size

distinctions indicate important elements of the investment strategy and the risk vs. reward profile.

The Rise of Large Funds

As seen in the table below, average venture fund sizes have more than tripled over the past three

decades rising from $53.7 million in the 1980s to $179.7 million in the 2000s. In the 1980s

nearly every venture fund raised was less than $250M, and only three $1 billion+ funds were

raised. By contrast so far in the 2000s, 30 $1 billion+ have been raised. In the 1980s, small

funds accounted for approximately 75% of all venture capital raised, and by contrast in the 2000s,

small funds account for less than 33%.

Time Average Total Total # Funds Total # Funds Total # Funds

Period Fund Size # Funds $250M+ $500M+ $1 billion+

1980s 53.7$ 653 12 6 3

1990s 94.7$ 1,344 147 47 15

2000s* 179.7$ 1,622 408 164 30

*Through 2008

Source: Thomson Reuters (for funds greater than $10 million)

Declining IPO Markets for Venture-Backed Companies

As seen in the graph below, the sources of liquidity for venture backed companies have

undergone a significant transition from the IPO market to M&A over the last three decades. In

the 1980s, IPOs accounted for 94% of all successfully exited venture backed companies with only

6% occurring via M&A. By the 1990s, IPOs accounted for 59% of all successful exits with

M&A a close second at 41%. In the 2000s thus far the trend has accelerated, and IPOs have

accounted for only 17% of successful exits while M&A has accounted for 83%. Industry experts

offer several reasons for this shift including: i) significant cost of compliance with Sarbanes

Oxley and other requirements for public companies; ii) limited sell side research coverage from

the banks; and iii) capital markets are requiring greater revenue scale and operating history for

public companies.

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© 2009 Industry Ventures, LLC

3

Total Number of Transactions for Successfully Exited

Venture-Backed Companies by Decade

647

1,5961,124

71

1,098

3,119

0

1,000

2,000

3,000

4,000

1980 - 1989 1990 - 1999 2000 - 2008

IPO M&A

% IPO 94% 59% 17%

% M&A 6% 41% 83%

Source: Thomson Reuters

While the decline in IPO transactions for venture-backed companies in the 2000s is dramatic, the

rise in M&A transactions has more than offset the losses such that there is a healthy trend line of

positive exits over the three decades. Nevertheless, the implications for the venture market are

clear: M&A is the most likely exit market for successful venture backed companies today.

Modest M&A Exits Are More Likely than IPOs

Venture backed companies have achieved consistently strong exits in each of the last three

decades despite the shift in exit markets emphasis from IPOs to M&A. As seen in the chart

below, both M&A and IPO markets have placed increasing valuations on successfully exited

venture backed companies. Median M&A exit valuations have increased nearly 3x from $39.4

million in the 1980s to $110.5 million in the 2000s while median IPO valuations have risen over

5.5x from $72.6 million to $407.1 million during the same period.

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© 2009 Industry Ventures, LLC

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Average Exit Value per Venture Backed

Company By Decade

$72.6

$159.2

$407.1

$110.5$63.5

$39.4

$0

$100

$200

$300

$400

$500

1980 - 1989 1990 - 1999 2000 - 2008

$ millions

IPO M&A

Source: Thomson Reuters

Despite this attractive increase in exit valuations over the last three decades, once again, the

implications for today’s venture industry are clear: M&A is the most likely exit market for

successful companies and the average valuation is about $110 million.

Unfunded Secondary Market Opportunity

Though the secondary market has grown significantly in the last five years, very few firms focus

on secondary interests that are less than 50% funded. Traditional secondary firms typically seek

fully-funded secondaries, particularly for smaller venture capital and technology growth equity

funds. Secondary investors focus on companies and the intrinsic value of existing assets which is

fundamentally different than making an informed decision about a fund manager based on the

team, strategy and track record. Because the paid-in capital is less than half of total committed

capital for an unfunded secondary and the investment portfolio is only partially constructed, the

investment decision and due diligence process for an unfunded secondary more closely resembles

the primary commitment process.

Additionally, sellers of unfunded secondary interests are typically motivated by a desire to

remove the remaining unfunded liability from their balance sheet. As a result, these sellers are

often less concerned with the price to be paid for the paid-in capital (i.e. discount to net asset

value). By contrast, sellers of fully-funded secondary interests usually have very little or zero

unfunded liability.

Page 6: Introduction

© 2009 Industry Ventures, LLC

5

SOLUTIONS

Smaller Fund Business Model Well Positioned for Exit Environment

The case for smaller funds rests on the observation that M&A is the most likely exit and that

average valuations will be around $110 million. Given the risk of early stage investing and

venture capital’s famously high mortality rate of portfolio companies, it is imperative that fund

managers earn high return multiples at these more modest M&A exit values to offset casualties

and drive attractive returns. The outsized return potential is then derived from one or two

―homerun‖ investments that enable the fund to return multiples of total committed capital while

the downside has been protected by more modest distributions from M&A or secondary sales.

The smaller fund business model is well-designed for success given these market dynamics.

Specifically, smaller funds prioritize early-stage investments in companies with modest capital

required to reach profitability where small amounts of capital garner significant ownership due to

low entry valuations. Low entry prices enable small fund managers to achieve reasonable returns

at exits even below $110 million and capital efficiency minimizes future dilution so that small

funds can still have meaningful ownership at exit of their ―homerun‖ investments.

A number of the most successful technology companies raised less than $10 million including

eBay, Oracle, Cisco, Apple, Microsoft, Adobe, VMware and others (according to research from

Altos Ventures). Ironically, business start-up costs have declined dramatically in the last 10 years

due to advances in technology and communications while venture capital fund sizes have

increased. This sometimes leads to tension between investors who want to put more capital to

work while entrepreneurs want to minimize dilution and recognize that their businesses do not

require substantial capital.

In contrast to smaller funds, larger funds prioritize investing more capital into each company in

order to avoid an unmanageable number of portfolio companies. Since both large and small funds

typically target 20 percent (or more) ownership, math tells us that larger funds must pay higher

entry valuations or invest in companies that will require more capital. Additionally one homerun

investment has a much more significant impact on a small fund. For example, a $100 million

fund that owns 20% of a company which has a homerun exit of $500 million receives a $100

million distribution and returns the entire fund with one investment. A $1 billion fund that also

owns 20% of the same company which exits for $500 million also receives $100 million but only

returns 10% of its fund – less than the total amount of fees it charges its limited partners. Just to

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© 2009 Industry Ventures, LLC

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pay back committed capital to investors with 0% investment return, a $1 billion fund will need to

have 10 ―home run‖ exits of $500M each or at least 45 successful M&A exits at $110 million

each assuming 20% ownership. This is a daunting task given the extremely high mortality rates

of start-up companies.

Venture Capital Rebound: Rightsizing to Drive Outsized Returns 2009-2019

We believe the venture asset class will produce outsized returns over the next 5-10 years.

Though rightsizing hasn’t yet run its course, investors will need to make commitments in the next

one to two years in order to have capital at work during the venture rebound given multi-year call

downs. The principal driver of the venture rebound will be reduced competition—less capital and

fewer managers—which will enable the survivors to achieve outsized returns over the next

decade.

Specifically, we expect venture fundraising to decline by 40% in 2009 to about $17 billion from

$28 billion in 2008. A number of institutional investors who entered the asset class this decade

have become disenchanted and are abandoning venture capital as they have failed to achieve the

spectacular returns of the 1990s. We project the small fund manager landscape to be dramatically

altered by this reduction in fundraising. Roughly 1,200 venture capital funds of $250 million or

less have been raised 2000-2008 which translates into about 600 firms managing smaller funds.

We expect about ½, or 300 firms, to be unable to raise additional capital and to shut down over

the next few years. Of the surviving 300 firms, we anticipate about ½, or 150 firms, will raise

substantially larger funds and will sacrifice focus as a result. The remaining 150 smaller,

specialized firms should then become the target universe for investors focusing on the smaller end

of the market—top decile results will be achieved by selecting the best 15 managers from this

universe of 150 smaller, specialized firms.

As seen in the following bar chart, smaller funds have outperformed historically by about 5.5

percentage points. However, we expect smaller funds to outperform by an even wider margin in

the decade ahead owing to the dramatic reduction in competition. Those firms able to

successfully raise capital will be able to drive better terms and lower valuations with their

portfolio company investments. Furthermore these smaller, specialized funds will be

appropriately sized to drive outsized returns from more modest M&A exits. However, should

there be an improvement in the IPO market for venture-backed companies over the next decade

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© 2009 Industry Ventures, LLC

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that would be ―gravy on top‖ for the smaller end of the venture capital market further improving

an already compelling return opportunity.

Performance of Smaller Venture Funds vs Larger Venture Funds

1990 - 2008

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

(IR

R)

Smaller Funds $50M - $150M Larger Funds > $150M

Source: Cambridge Associates, LLC

Smaller Fund Alignment with Limited Partners

Smaller fund sizes produce lower management fee income and therefore managers have greater

incentive to generate superior returns in order to achieve performance based incentive

compensation. Furthermore, many smaller fund managers are in the middle of their professional

careers and therefore have not yet accumulated the personal wealth equal to that of successful

venture capitalists who founded firms two or three decades ago. Larger funds are generally

managed by more established firms and are often perceived as ―safer‖ investments; however,

many of these established firms face challenges today due to several issues including:

Succession: management transition from founding partners to the next generation of

leadership;

Motivation: significant personal wealth accumulation of senior partners may impact

focus and effort level;

Compensation: inconsistent compensation, management and investment responsibility

across partnerships; and

Brand monetization: emphasis on larger funds, international expansion and expansion

into other sectors to increase assets under management.

Another often repeated criticism of smaller less well-known firms is that their deal flow is

inferior to established firms. Not only is this comment inaccurate, but it also misses the

Page 9: Introduction

© 2009 Industry Ventures, LLC

8

fundamental point that the best entrepreneurs seek capital and guidance from individual venture

capitalists and not from venture capital firms. Many highly sought after venture capitalists have

been successful entrepreneurs themselves. These successful entrepreneurs-turned-venture-

capitalists often prefer to establish their own firms in partnership with other like minded partners

and decline to join established firms where they would have to adapt to a culture and a

partnership which they played no role in creating. As a result, many of today’s best entrepreneurs

are by-passing meetings with junior partners of established firms and seeking capital and advice

from successful entrepreneurs-turned-venture-capitalists at newer firms managing smaller funds.

Unfunded Secondary Limited Partner Positions

As a portfolio management tool, limited partners may seek to dollar cost average into their

primary fund commitments through the purchase of unfunded secondary interests—thereby

further improving the return opportunity by lowering the investment cost and shortening the J-

curve. Additionally, taking the role of a willing buyer of an unfunded secondary, limited partners

strengthen their relationship with portfolio fund managers. Sometimes, unfunded secondaries can

also enable limited partners to access a fund which might have originally been missed as a

primary commitment.

The table below illustrates the power of combining a primary commitment with an unfunded

secondary to improve investment returns. In this example, Limited Partner A makes a $2 million

primary commitment to a venture capital fund at inception. One year into the fund’s life, Limited

Partner A and all other limited partners have paid into the fund 20% of committed capital. At this

point Limited Partner B, also with a $2 million primary commitment, is unable to meet the future

capital call obligations for the remaining $1.6 million of unfunded commitment and decides to

offer the interest for sale. Limited Partner A then agrees to assume this additional position from

Limited Partner B and fund the remaining capital calls for consideration of $1. When the transfer

is consummated, Limited Partner A accrues the benefit of Limited Partner B’s capital account.

Fast forward ten years when the fund is approaching the end of its life. If the fund has been

successful in generating venture-type returns and achieves a 2.5x gross multiple on total

committed capital, the limited partners as a group receive a 2.2x net multiple after the 20%

carried interest has been applied. However, Limited Partner A’s blended return of 2.4x is

superior to those of other limited partners because of its transferred interest. Limited Partner A

funded only $1.6 million in capital calls for Limited Partner B’s $2.0 million commitment but

Limited Partner A received the full $4.4 million net distributions owed to the Limited Partner B’s

Page 10: Introduction

© 2009 Industry Ventures, LLC

9

$2 million original commitment. This secondary position returns a 2.75x net multiple to Limited

Partner A, and when combined with the 2.2x net multiple on Limited Partner A’s original $2

million commitment, Limited Partner A receives a blended net return of 2.4x surpassing the

returns of other limited partners who did not participate in the unfunded secondary transaction.

Primary

Unfunded

Secondary Total Position

Commitment 2,000,000$ 2,000,000$ 4,000,000$

% of Commitment due to Manager 100% 80% 90%

Capital Calls Paid 2,000,000$ 1,600,000$ 3,600,000$

Gross Fund Return Multiple 2.50x 2.50x 2.50x

Carried Interest % 20% 20% 20%

Net Distributions 4,400,000$ 4,400,000$ 8,800,000$

Net Multiple 2.20x 2.75x 2.44x

US VENTURE CAPITAL PERFORMANCE

Setting the Record Straight

Investment Performance

Performance of the venture capital asset class has been much maligned in the media over the last

ten years. However, as seen in the chart below, venture capital has significantly outperformed the

public markets in all time horizons and has significantly outperformed leveraged buyouts in every

time horizon except the five-year time frame. While investors should never seek median returns

in any asset class, the hard truth is that the pooled, net returns for the entire venture asset class

have outperformed when compared to other investment opportunities.

9.3%5.2%6.7%0.2%-26.4%Leveraged Buyouts

6.8%-4.7%-5.2%-13.2%-32.9%NASDAQ

17.2%13.4%5.7%2.5%-17.5%Venture Capital

-38.1%

1 Year

7.4%-3.0%-4.8%-13.1%S&P 500

20 Year10 Year5 Year3 Year

9.3%5.2%6.7%0.2%-26.4%Leveraged Buyouts

6.8%-4.7%-5.2%-13.2%-32.9%NASDAQ

17.2%13.4%5.7%2.5%-17.5%Venture Capital

-38.1%

1 Year

7.4%-3.0%-4.8%-13.1%S&P 500

20 Year10 Year5 Year3 Year

Investment horizon performance through March 31, 2009

Source: Thomson Reuters

Page 11: Introduction

© 2009 Industry Ventures, LLC

10

Distributions

For the skeptic who focuses only on cash-in and cash-out (ignoring the net asset value of

unrealized investments since ―you can’t eat paper gains‖), the following chart draws a similar

conclusion. The venture capital asset class has distributed more capital than it has called in each

time period except the one-year. Over the last 10 years, $135 billion has been called from

investors and $152 billion has been returned resulting in $17 billion of excess distributions to

investors. By contrast, the buyout asset class has never returned more capital than it has called in

any time frame measured below.

(83.8)(72.5)(3.0)(34.1)(28.4)Net Buyout Distributions

478.6378.5208.5141.944.7Buyout Cumulative Calls

394.8306.0205.5107.816.3Buyout Cumulative Distributions

170.2135.049.824.45.7VC Cumulative Calls

35.917.03.44.7(0.4)Net VC Distributions

$206.1$152.0$53.2$29.1$5.3VC Cumulative Distributions

1 Year 20 Year10 Year5 Year3 Year(in $ billions)

(83.8)(72.5)(3.0)(34.1)(28.4)Net Buyout Distributions

478.6378.5208.5141.944.7Buyout Cumulative Calls

394.8306.0205.5107.816.3Buyout Cumulative Distributions

170.2135.049.824.45.7VC Cumulative Calls

35.917.03.44.7(0.4)Net VC Distributions

$206.1$152.0$53.2$29.1$5.3VC Cumulative Distributions

1 Year 20 Year10 Year5 Year3 Year(in $ billions)

Net Distributions: VC & Buyout as of December 31, 2008

Source: Thomson Reuters

A further comparison in the graph below of distributions as a percentage of net asset value shows

that venture capital distributions have averaged nearly 14% per year since 1980 which compares

quite favorably to average annual buyout distributions of about 15% over the same period.

Furthermore, despite popular opinion to the contrary, venture distributions in the 2000s have been

consistent with the long-term average of nearly 14% of net asset value. Though buyouts have a

slightly higher average annual distribution than venture capital, more buyout capital is invested in

each year such that the absolute buyout distributions have not surpassed called capital in the time

frames measured above.

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11

Distributions as a % of Net Asset Value

10

.4%

15

.4%

16

.7%

20

.7%

20

.3%

25

.9%

37

.3%

40

.5%

25

.5%

22

.2%

60

.6%

14

.0%

12

.6%

8.3

%

13

.7%

18

.1%

12

.4%

14

.8%

6.5

%

9.2

%

6.1

%

12

.9%

11

.3%

7.5

%

13

.0%

10

.5%

11

.8%

14

.3%

7.2

%

0%

10%

20%

30%

40%

50%

60%

70%

1980

198

2

198

4

198

6

1988

199

0

199

2

199

4

1996

199

8

200

0

200

2

200

4

2006

200

8

Y ear

13.7%

US Venture Capital

1

4.6

%

9.2

%

11

.3% 2

1.9

%

15

.4% 23

.4%

31

.1%

22

.2%

22

.7%

15

.1%

13

.3%

12

.5%

10

.8%

14

.4% 2

5.3

%

23

.7%

18

.8%

17

.5%

6.2

%

2.6

%

3.5

%

0.7

%6.5

%

0.6

%

19

.5%

25

.4%

23

.7%

39

.8%

12

.1%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

1980

198

2

198

4

198

6

1988

199

0

199

2

199

4

199

6

1998

200

0

200

2

200

4

2006

200

8

Y ear

15.1%

US Buyout

Source: Thomson Reuters

Fundraising

Similar to the misperception about venture capital performance, so too has the state of venture

capital fundraising been unfairly maligned. The popular financial press often highlights record

private equity capital raising in the last few years, but when private equity is deconstructed into

its two principal components of buyouts and venture, there is a tale of two very different

fundraising cycles. As seen in the table below, $28.0 billion was raised by venture capital firms

in 2008, which is on par with 1998 funding levels, and significantly below the $104.8 billion

raised in 2000. As previously noted, we expect a further decline in venture fundraising of nearly

40% to approximately $17 billion in 2009. This is in stark contrast to US buyout/mezzanine

fundraising which set new records for three years in a row from 2005 through 2007. In 2008, US

buyout/mezzanine fundraising reached $235.3 billion which was still more than 2.6x the $87.3

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© 2009 Industry Ventures, LLC

12

billion raised in 2000. The record private equity fundraising in the last few years has been driven

predominantly by record buyout fundraising.

US Private Equity Capital Raised 1997-2008

$35.

4

$28.

0

$51.

6 $79

.8

$71.

9

$87.

3

$77.

7

$48.

0

$46.

4 $76.

5

$141

.7

$198

.4

$276

.1

$235

.3

$31.

8

$28.

5

$19.

1

$10.

7

$3.8$1

9.7

$29.

7 $55.

7

$104

.8

$39.

0

0

50

100

150

200

250

300

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Year

Cap

ital A

mo

un

t ($

B)

Venture Capital

Buyout/Mezzanine

Source: Thomson Reuters

CONCLUSION

The decline in IPOs for venture backed companies and the significant increase in average fund

sizes have dramatically altered the venture capital landscape. These trends have fueled

speculation about whether the venture model is broken and have driven interest in new paradigms

in venture capital that better align the interests of fund managers and investors and that provide

the potential for outsized investment returns. However, little more than a focus on smaller funds

is needed to cure these ills.

Looking ahead over the next decade, there is a compelling argument that the right-sizing of the

venture capital asset class characterized by attrition of underperforming managers and reduced

capital commitments is setting the stage for a venture capital rebound and for compelling returns

in the ten years to come. We estimate that fundraising will decline by nearly 40% in 2009 and

that as a result, about 50% of the smaller fund managers will be unable to raise capital and forced

to exit the business over the next few years. Historically, smaller venture capital funds have

outperformed, and the survivors of the current shakeout are likely to outperform by an even wider

margin in the coming decade due to reduced competition. With an emphasis on small

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13

investments in capital efficient businesses with low entry valuations and high ownership, small

funds can produce attractive returns from more modest sub $110 million M&A exits and generate

outsized returns from one or two ―homerun‖ exits which can return multiples of the fund’s total

committed capital.

These attractive returns can be improved by acquiring unfunded secondary interests which can

lower investment cost and shorten the J-curve. Given the recent financial turmoil, there is

increased availability of these unfunded secondary opportunities and few firms focus on such

purchases. Additionally, smaller funds often have tighter alignment with investors owing to

lower management fee revenue which increases the emphasis on generating performance

incentive fees and the fact that smaller funds tend to be managed by smaller teams which are

more focused on building a franchise than on monetizing their brand.

Ultimately, outsized return potential is driven by talented investors with differentiated strategies

whose focus, relationships and expertise provides access to investment opportunities missed by

others. Small venture capital funds, augmented by unfunded secondary purchases, offer one of

the best opportunities to capture such outsized return potential in an asset class poised for a

rebound over the next decade.

About Industry Ventures LLC

Industry Ventures is a leading investment firm that capitalizes on inefficiencies within venture

capital and technology growth equity. The firm invests in both secondary and primary

opportunities, including direct portfolios, secondary directs, limited partnership interests and

other special situations. Headquartered in San Francisco, with offices in the Washington, D.C.

area, the firm manages more than $450 million of institutional capital and has completed over

100 limited partnership and 90 direct investments. The Industry Ventures secondary team works

with investors seeking near term-liquidity from existing direct and partnership investments. The

Industry Ventures Partnership Holdings team focuses on secondary purchases of unfunded

limited partnership interests and primary commitments to smaller venture capital and technology

growth equity funds. For more information, please visit www.industryventures.com.

Page 15: Introduction

© 2009 Industry Ventures, LLC

14

Roland Reynolds, Principal

Roland leads the Industry Ventures Partnership Holdings team and focuses on unfunded

secondaries and primary commitments to smaller venture capital and technology growth equity

funds. Previously, Roland was the founder and managing partner of Little Hawk Capital

Management LLC which was acquired by Industry Ventures in 2009.

Roland has 16 years of experience, including 10 years in venture capital. He spent five years as a

Principal with Columbia Capital, a leading communications and information technology focused

venture capital firm with $2.0 billion under management. Roland also spent four years in

investment banking with JP Morgan & Co. in New York. He currently represents Industry

Ventures on the Advisory Board of Kearny Venture Partners. Roland graduated from Princeton

University with high honors and received his MBA from Harvard Business School.

Kenneth C. Wallace III, Vice President

Ken focuses on originating and valuing secondary and primary venture capital investments.

Previously, Ken worked as an Associate Vice President in Bessemer Trust's Private Equity Funds

Group in New York. In this role, he led the firm's venture capital fund investment strategy and

due diligence process. Earlier in his career, Ken worked in Business Development with Bessemer

Trust in its San Francisco, Menlo Park, Los Angeles and New York offices.

Ken earned a MBA from the Walter A. Haas School of Business at the University of California,

Berkeley and a BA in Economics from Wake Forest University.

Page 16: Introduction

© 2009 Industry Ventures, LLC

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CASE STUDY:

The Fairhaven case study illuminates the outsized return potential of smaller funds in which one

successful portfolio company can result in cash distributions in excess of the fund’s total

committed capital.

Fairhaven Capital Partners (or ―Fairhaven‖), headquartered in Cambridge, MA, is a complete spin

out from Toronto Dominion Bank’s venture capital group, formerly known as TD Capital

Ventures. Industry Ventures Partnership Holdings is a limited partner in Fairhaven Capital

Partners.

Top Quartile Performance

TD Capital Ventures’ initial fund was closed in 2001 with Toronto Dominion Bank as the sole

limited partner. As of March 31, 2008, this fund had invested $153 million and generated a 38%

gross internal rate of return (26% net IRR since inception). Eight companies have been exited

generating approximately $295 million in cash distributions and representing 2.5x investment

cost. Top quartile performance for 2001 vintage funds according to Cambridge Associates is

9.4% (as of March 31, 2008); Fairhaven’s same period results are nearly 3x better performance

than the top quartile mark. Additionally, 12 active private companies remain in the portfolio

which should result in additional distributions prior to the fund’s expiration thereby further

improving the strong investment returns.

TD Capital Ventures investment into EqualLogic, a storage networking appliance company,

provides a clear illustration of the positive impact that one investment with outsized returns can

have on the overall performance of a smaller fund. In March 2003, TD Capital Ventures made its

initial investment into EqualLogic, and in November 2007, the company was sold to Dell

Computer (Nasdaq: DELL) for $1.4 billion. EqualLogic is the largest all cash acquisition for a

venture backed company, according to VentureSource, and the sale resulted in proceeds of $195

million to TD Capital Ventures for a 22x gross investment multiple on the fund’s $8.9 million

investment. The $195 million proceeds from EqualLogic alone returned 1.3x the entire TD

Capital Ventures fund. As fund size increases, it becomes more difficult for one investment to

dramatically impact overall fund returns.